Amendment No. 1 to Rights Agreement



 





Exhibit 4.8




AMENDMENT NO. 1 TO RIGHTS AGREEMENT




     THIS AMENDMENT NO. 1 to the Rights Agreement dated as of December 29, 1997
(the “Rights Agreement”) between IVAX Corporation, a Florida corporation (the
“Company”), and ChaseMellon Shareholder Services, L.L.C., a New Jersey limited
liability company (the “Rights Agent”) is entered into as of this 12th day of
May, 2000.



WITNESSETH




     WHEREAS the parties hereto desire to amend the Rights Agreement in certain
respects.



     NOW THEREFORE, the parties hereto agree as follows:



     SECTION 1. CERTAIN DEFINITIONS.



          (a) Unless otherwise specifically defined herein, each term used herein
which is defined in the Rights Agreement has the meaning assigned to such term
in the Rights Agreement. Each reference to “hereof”, “hereunder”, “herein” and
“hereby” and each other similar reference contained in the Rights Agreement
shall, after this Amendment becomes effective, shall refer to the Rights
Agreement as amended hereby:



          (b) Section 1 of the Rights Agreement is hereby amended by deleting from
the definition of “Acquiring Person” at the end of Clause (ii)(A) the
parenthetical reading “(provided that at the time of such approval of the Board
of Directors there are then in office not less than two Continuing Directors
(as such term is hereinafter defined) and such action or transaction or series
of related actions or transactions are approved by a majority of the Continuing
Directors then in office)”; and by deleting from Clause (ii)(B) the
parenthetical reading “(provided that at the time of such approval of the Board
of Directors there are then in office not less than two Continuing Directors
(as such term is hereinafter defined) and such action or transaction or series
of related actions or transactions are approved by a majority of the Continuing
Directors then in office)”; and by also deleting from the definition of
“Acquiring Person” the parenthetical appearing after the phrase “has become
such inadvertently” which reads “(provided that at the time of such
determination there are then in office not less than two Continuing Directors
and such determination is concurred with by a majority of the Continuing
Directors then in office.)”.



          (c) Section 1 of the Rights Agreement is hereby amended by deleting the
definition of “Continuing Directors” contained therein.



          (d) Section 1 of the Rights Agreement is hereby amended by deleting from
the definition of “Stock Acquisition Date” the word “Continuing”.



     SECTION 2. APPPOINTMENT OF RIGHTS AGENT. The first sentence of Section 2
of the Rights Agreement is hereby amended to delete the words “and the holders
of the Rights” in line 2 thereof.



 









 





     SECTION 3. DUTIES OF RIGHTS AGENT. Section 20(c) of the Rights Agreement
is hereby amended by added the following words to the end of such section:




“Anything to the contrary notwithstanding, in no event shall the Rights
Agent be
liable for special, punitive, indirect, consequential or incidental loss
or damage of
any kind whatsoever (including but not limited to lost profits), even if
the Rights
Agent has been advised of the likelihood of such loss or damage.”



     SECTION 4. REDEMPTION. Section 23(a) of the Rights Agreement is hereby
amended by deleting the words “provided, however, that from and after the time
that any Person shall become an Acquiring Person, the Company may redeem the
Rights only if at the time of the action of the Board of Directors there are
then in office not less than two Continuing Directors and such redemption is
approved by a majority of the Continuing Directors then in office.”



     SECTION 5. SUPPLEMENTS AND AMENDMENTS. Section 26 of the Rights
Agreement is hereby amended by deleting from the last sentence the words “and
supplements and amendments may be made after the time that any Person becomes
an Acquiring Person only if at the time of the action of the Board of Directors
approving such supplement or amendment there are then in office not less than
two Continuing Directors and such supplement or amendment is approved by a
majority of the Continuing Directors then in office.”



     SECTION 6. SUMMARY OF RIGHTS TO PURCHASE COMMON STOCK. Exhibit A to the
Rights Agreement is hereby amended by deleting the words “only if approved by a
majority of the Continuing Directors” from the paragraph on page 4 of the
Summary, which begins with the words “At any time on or prior to the close of
business...”.; and by deleting the last sentence of the paragraph on page 4 of
the Summary beginning “For as long as the Rights...”



     SECTION 7. AVAILABILITY OF SHARES OF COMMON STOCK. Section 9 of the
Rights Agreement is hereby amended by revising the caption thereof to read
“AVAILABILITY OF SHARES OF COMMON STOCK;” by deleting subsections (a) and (b)
thereof in their entirety; and by substituting the following:




     ”(a) The Company shall not be required to reserve and keep
available shares of Common Stock sufficient to permit the exercise
in full of all outstanding Rights unless, and only to the extent
that, the Rights become exercisable, provided that the Company’s
obligation to reserve shares after the Rights become exercisable
will be subject to Section 11(k).




     ”(b) As long as the shares of Common Stock (or any other
securities) issuable and deliverable upon the exercise of the
Rights may be listed on any national securities exchange, the
Company shall use its best efforts to cause, from and after such
time as the Rights become exercisable, all such shares to be
listed on such exchange upon official notice of issuance.”



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     SECTION 8. SUCCESSORS. All of the covenants and provisions of this
Amendment by or for the benefit of the Company or the Rights Agents shall bind
and inure to the benefit of their respective successors and assigns.



     SECTION 9. BENEFITS OF THIS AMENDMENT. Nothing in this Amendment shall be
construed to give any person or corporation other than the Company, the Rights
Agent and the registered holders of the Right Certificates (and prior to the
Distribution Date, the registered holders of Common Stock in their capacity as
holders of the Rights) any legal or equitable right, remedy or claim under this
Amendment; but this Amendment shall be for the sole and exclusive benefit of
the Company, the Rights Agent and the registered holders of the Right
Certificates (and prior to the Distribution Date, the registered holders of
Common Stock in their capacity as holders of the Rights).



     SECTION 10. FLORIDA CONTRACT. This Amendment shall be deemed to be a
contract made under the laws of the State of Florida and for all purposes shall
be governed by and construed and enforced in accordance with the laws of such
state applicable to contracts to be made and performed entirely within such
state.



     SECTION 11. COUNTERPARTS. This Amendment may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.



     SECTION 12. SEVERABILITY. If any term, provision, covenant or
restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants, and restrictions of this Amendment shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated.



     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.



	 	 	 	 	 	 	 	 
	IVAX Corporation
	 	ChaseMellon Shareholder Services, L.L.C.
	 
	 	 	 	 	 	 
	By:

	 	/s/ Carol J. Gillespie
	 	By:
	 	/s/ Cindy Pacolay
	

	 	
 
	 	 	 	
 
	

	 	Carol J. Gillespie

Senior Vice President, General Counsel

and Secretary
	 	 	 	Cindy Pacolay, AVP








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